3: CARR FEED & SEED to California Ag Resources: A Journey Confucius once said, “A journey of a thousand miles begins with a single step.” For CARR Jack Burdullis took that single step, and as for the journey, over fifty years and three generations have passed and Jack’s journey hasn’t ended. Jack Burdullis in 1952 decided to leave his job as the manager of a lemon packing plant and go into a partnership with Mike Carr owning and operating a feed and seed store on Saviers Road. Mike Carr had bought CARR Feed and Seed from his Aunt and Uncle: Arlene and Sam Carr. The store, at that time, was more or less an agricultural general store: selling everything from bricks to hay. Between 1952 and 1956, Jack saw a need for CARR to store fertilizer in the area. His initial success in this business was due in part to his association with Pete Peterson—a man who introduced Jack to farmers who then became some of his first connections to the agriculture industry. Jack began to solve his need of a place to store fertilizer by contracting with Hoskins Brothers Trucking to store fertilizer at their warehouse on 320 East Hueneme Road. In 1958, Mike Carr and Jack Burdullis agreed to divide CARR : Mike took the feed store and Jack took the seed and fertilizer business and started CARR Fertilizer. While CARR Fertilizer grew, Jack worked out of a small office in the Carr Bros Trucking facility behind the feed store, and he continued to store his fertilizer in the Hoskins Brothers’ warehouse. During this time, Jack hired his first employee, Austin Roberts. As sales increased and the business grew, Jack was able to buy a warehouse on 1102 Industrial Ave in 1960. Then on July 18, 1962, CARR Fertilizer became incorporated. At inception, Jack was CARR Fertilizer’s sole owner. The growing business demanded more help, and in October of 1964, Ed Frost and Ted Yoshida were hired as salesmen in order to satisfy this need. Increased sales and the retirement of Austin Roberts in 1970 left CARR shorthanded and Jack wanting to transition the business, hired his son, Joe Burdullis to help out. He then sold minority interests in the company to Ed Frost and Joe Burdullis. Ted Yoshida left three years later and Tom Truxler, husband of one of Jack’s daughter’s Gayle, took his place. In 1974, Jack sold off another forty-two percent interest, his majority stake in the company, to Ed and Joe. After having a stroke the previous year, Jack had decided to leave the management of CARR Fertilizer to Ed and Joe. The business was changing; CARR Fertilizer had started to offer pesticides and spray adjuvants in addition to selling the dry fertilizer that the business was founded upon. In addition to increasing the scope of the products offered, Joe desired to increase the scope of CARR Fertilizer’s business by expanding into the application market. Once Joe and Ed became the majority shareholders, they took the business into the application market. At first, Coastox had applied most of the chemicals that CARR sold, but starting in 1973, Cindy Applicators took over responsibility for CARR Fertilizer’s application. Then in August of 1975, Ed, Joe, Betty Rush, and Jimmy Hunt bought Cindy Applicators from the John Manning Company. Although Cindy Applicators had the same partners as CARR Fertilizer, it was a separate corporation. At that time, the John Manning Company was a farming company that did their own pest control. CARR then began to use Cindy’s application equipment: three nurse trucks and six tractors to break into the application market and agreed to do John Manning’s pest control at a discounted

4: rate. After the acquisition, CARR Fertilizer then used the Cindy Applicators facility on Montgomery Avenue. to store fertilizer and equipment until it bought Peña Farm Supply. A few years later, Joe and Ed bought out Betty Rush and Jimmy Hunt’s shares of Cindy Applicators becoming the sole owners of the application company. The business continued to change and in 1976 Jack sold his remaining shares to Tom Truxler . Soon thereafter, CARR Fertilizer moved its main business from Industrial Avenue to 635 Rose Avenue. Once Jack gave up stake in the business, Joe decided to further invest CARR Fertilizer in the application market through the acquisition of Peña Farm Supply, a liquid fertilizer and fumigation company, in the February of 1978. R.V. Peña stored and sold liquid fertilizer from his facility on 3250 Somis Road, and this acquisition allowed CARR to step into the liquid fertilizer market. CARR Fertilizer continued to expand the scope of its business by moving into the seed market. In the early 80s, hybrid seed (seed that allowed crops to grow more efficiently) started to make inroads in Ventura County. In 1982, CARR Fertilizer bought Press Seed Company from Rick Press. Although CARR at this time sold seed as a convenience item, when CARR acquired Press Seed, CARR handed its entire seed business over to Rick Press. Joe formed a limited partnership with Rick Press where Rick would continue to run the seed business as a separate entity, and CARR Fertilizer would receive a percentage of Press Seed’s profits. Over the next couple of years, Tom Truxler was transitioned into the seed business. Tom convinced the seed vendors that CARR Fertilizer wanted to expand their seed business; as a result, CARR Fertilizer began to carry more seed. After all these acquisitions and changes in the business, Joe decided that CARR Fertilizer was too limiting of a name. At first glance, it would appear that CARR only sold fertilizer, but by 1983, CARR was full service: having not only dry fertilizer but also liquid fertilizer, pesticides, and fungicides. Over the next two years, CARR Fertilizer became California Ag Resources or CARR for short. The naming process was simple; they wanted to “keep the family name, even though it’s not our family” (Joe Burdullis). It was important to keep the name CARR because it had developed name recognition, but more importantly, the abbreviation “CAR” for an agriculture company just would not make sense. In 1985, Ed Frost left CARR and went to work for a local coop. When Ed Frost left, Joe and Tom each bought half of Ed’s shares in CARR. During this time, Tom, wanting to limit liability, desired to expand the seed business and deemphasize the chemical business. Tom wanted to separate the vegetable seed business from CARR (so they didn’t lose everything if they ever got sued over a spill). In the end, Tom didn’t see the inherent risk of the chemical business as worth the payout, and in 1989, Tom and Joe decided to divide CARR. This division resulted in Tom taking CARR’s seed business and starting Carr Seed in 1989, and Joe taking California Ag Resources. In 1990, due to increasing regulations in the agriculture business, Joe hired

6: CARR; A Journey Continued... his brother, Ken Burdullis, to “keep Joe out of jail”. Joe fully owned CARR, and it continued to grow in sales into the early 90s. CARR continued to look toward the future, toward growth and more expansion. At this time, Joe Burdullis and Jack Levy from the Joseph Powers Company started to talk about a potential merger. And after three years, AG RX was formed in a merger with Pacific Pest Control, the Joseph Powers Company, and CARR.

7: The Joseph Powers Company

8: Joseph Powers with Customer

9: Carlos Levy at the Joseph Powers Company | The Joseph Powers Company Joseph Powers established a feed business—in several ways similar to Carr’s original business—around 1915. This company, named after its owner, would mix and market its own chicken feed with the “JoPoCo” brand helping spread its name in the industry. The agriculture industry then was entirely different from today: lima beans, sugar beets and some peppers were grown and almost everyone raised animals from chickens to livestock. In this sense, the Joseph Powers Company filled the agriculture need of that day by selling products, like feed, that farmers would need. The business was originally located on Oxnard Boulevard and 4th Street. In the early 20s, Carlos Levy joined the company, and he began to take ownership in the company through stock purchases after the Joseph Powers Company became incorporated in 1938. Three years later, Joseph Powers passed away, and consequently, widow sold the rest of the company to Carlos Levy. Despite the passing of Joseph Powers, Carlos Levy decided to keep the name of the company because it had a good name in the agriculture business. In the following years, the agriculture industry began to evolve: acreage was more aggressively farmed and a greater variety of crops were starting to be grown. Likewise, the Joseph Powers Company evolved to cater to the farmer’s growing needs. Part of this evolution occurred in the early 1950s when the company began purchasing application equipment (tractors to apply fertilizer, dusters) and another part occurred when the company hired its first field man Dave Newby in 1951. In 1955, Jack Levy (Carlos Levy’s son) began working full time for the Joseph Powers Company, and he later was a key player in JoPoCo’s merger with CARR and Pacific Pest. In order to make more room for their new equipment, the Joseph Powers Company began leasing a warehouse and yard on East 5th Street.

10: Jack Levy at the Joseph Powers Company | In 1975, Dick Brucker (a local grower and a friend of Jack Levy) began to work for JoPoCo as a PCA. At the time, the company was entirely owned by the Levy family (by Carlos and his children Jack and Peggy), but when Dick Brucker joined, he was able to purchase around 20% of the company. Three years later, Carlos Levy passed away willing his shares in the company to his children Jack and Peggy. A year later in 1979 the company made a move that Dick says Carlos Levy would not have approved of, “Carlos had just passed away and he wasn’t one to do anything like this. When we bought it Jack said he was turning over in his grave.” This move was from the leased space on East 5th Street to their newly acquired land on 1757 East Wooley Road. This move enabled the company to expand into bulk dry fertilizer equipment (including bulk tanks and a scale) to help them provide better service to the row crop farmers in Ventura County. Jack Levy tried to establish a company in 1982 providing a fertilizer and pesticide application service to turf and ornamentals for homeowners called Professional Turf Services. Jack hired Randy Malone to help to develop the business, but after a few years, “Professional Turf Services really wasn’t going in the right direction. [It] wasn’t growing; we didn’t appear to be really profitable” (Randy Malone). At the same time, a position for a vegetable PCA opened up with the Joseph Powers Company. Jack Levy decided to bring Randy in from Professional Turf Services, and in the years that followed, Randy was able to purchase shares in the company from Peggy—she had decided that she wanted to phase out of the business after she was diagnosed with cancer. Over the years, the company grew, and in the early 90s, Jack Levy was actively pursuing a way to retire. Because the other two owners, Dick Brucker and Randy Malone, didn’t have the funds or the desire to buy the | Jack Levy at the Joseph Powers Company

11: company, Jack Levy had to find another way to sell the company upon retirement. He contacted people at UAP and Helena, but neither was interested in buying a retail business in Ventura County. The merger enabled Jack to do just that. By merging with CARR and Pacific Pest, Jack Levy was able to retire three years after AG RX was formed. Although Jack was concerned about the success of a company he helped formed, he states that Ken Burdullis “gave me the comfort zone of knowing that he would make it successful. He was key.”

12: Pacific Pest Control In 1961 a local lemon grower, August Ferro, was dissatisfied with the service he was receiving from other pest control companies, and so he approached Bob Needam, then manager of Oxnard Pest Control, concerning the opportunity of starting a new citrus pest control company. As Bob took this opportunity starting Pacific Pest Control, he hired Sam MacIntyre (a Chevron representative based out of Oxnard) as an almost equal partner in the new business. The other stockholders in the company were August Ferro, Fred Ferro, Carl Samuelson, John Davies (owners of the Ventura Pacific Lemon house and the man that introduced the Ferros to Bob Needam), Sam Pericone, and Jess Stillens. Bill Bowie, the future president of AGRX, joined Pacific Pest Control in 1968. At that time, the company was searching for someone for their fertilizer business, and although Bill Bowie did not have any experience in this field, Pacific Pest Control hired him and sent him out to Bakersfield and Santa Maria to learn the business from companies from fertilizer companies like Chevron. Meanwhile, Sam MacIntyre left Pacific Pest Control, and Bill Bowie was then able to become Bob Needam’s assistant and gain some stock in the company (around 7% from Sam Pericone and Jess Stillens). Pacific Pest Control was a small company located on the corner of Vineyard and Montgomery in Oxnard. Bob Needam, Pat McGinley (recently retired as an AGRX employee in 2008), and Bill Bowie worked in that office, and Bill Boyd was the company’s mechanic. Pacific Pest’s main focus was on citrus, a market where the Joseph Powers Company and Carr did not do a lot of business, a fact which later facilitated the merger of the three companies. When Pacific Pest Control began talking about the merger with the Joseph Powers Company and CARR, Bob Needam had a stroke and was unable to be involved. Part of this merger served to buy Bob out of the business and provide him with a comfortable retirement. The new owners of AGRX: Joe Burdullis, Jack Levy, and Bill Bowie decided to move off of Pacific Pest’s property on Vineyard (the liquid fertilizer equipment was moved to CARR’s Somis location, the rest of the equipment moved to a vacant yard adjacent to the old Joseph Powers Company, and all the personnel moved to CARR’s location on 635 Rose Avenue) and buy out all of Pacific Pest’s other owners.

15: The Development of a Company: AG RX | Aerial View of 751 S. Rose Avenue

16: Although AG RX was not formed until 1993, Joe Burdullis and Jack Levy had discussed merging their respective companies since the late 80s. Despite their talks, Joe felt that the merger was at a standstill so he decided to talk to UAP (United Agri Products) about mergers and acquisitions. They encouraged Joe to get everyone involved to meet with each other to evaluate the goals of each individual and each company. In 1993, Joe began to do just that by meeting with the owners of the involved companies. The first meeting took place at the Pierpont Inn. The companies involved were Joe Burdullis’ company: California Ag Resources; Jack Levy, Dick Brucker, and Randy Malone’s company: Joseph Powers; and Pacific Pest Control, which was then being liquidated by its owner Gus Ferro. The structure of the merger was unique in that CARR and the Joseph Powers Company merged to form AGRX, and then, AG RX took over Pacific Pest Control’s business by taking on some of their employees and purchasing their assets. Each owner had different goals for AG RX. Joe wanted to form a larger company in order to ward-off increasingly stringent state regulations and competition. To this end, the merger instantly made AG RX the largest independent agricultural company in the county: a company able to withstand competition from chains such as Pure Gro and Western Farms. Jack wanted to retire, and the size of the Joseph Powers Company did not allow him to sell the business its owners or employees. To this end, the merger became a necessary vehicle for Jack to get out of the business. Dick Brucker and Randy Malone, both minority owners of the Joseph Powers Company, did not want to deal with the administrative part of the business because they enjoyed working outside. Likewise, the merger gave them the opportunity to continue working in the field. The three companies complimented each other in many different ways. Each specialized in a different area of the agriculture business. For instance, CARR had a large liquid fertilizer facility in Somis; on the other hand, the Joseph Powers Company had a large bulk dry fertilizer facility in Oxnard on Wooley Road. Also, CARR serviced vegetable crops (especially celery), strawberries, and nurseries; while the Joseph Powers Company primarily serviced row crops. Unlike the other two companies, Pacific Pest Control sold and applied fertilizers and pesticides to citrus crops. These differences facilitated the success of the merger: because there was not a lot of overlap in the areas of business, each company was able to broaden the scope of their business without giving up any of its current business. When the companies merged to form AG RX, they had a combined seventy-nine employees, including senior management. At the time of the merger, AG RX had three locations: a liquid fertilizer facility in Somis, a bulk dry fertilizer and equipment storage facility in Oxnard on Wooley Road, and the company’s offices in Oxnard on Rose Avenue. AG RX serviced approximately 1,400 customers. The new company’s shareholders included Jack Levy who owned 44% of the business, Dick Brucker at 16%, Randy Malone at 6%, Joe Burdullis at 17%, and the balance in a employee stock bonus plan. When the merger took place, Bill Bowie was only a minority owner in Pacific Pest Control, and when AG RX was formed, he was given an opportunity to buy twenty percent of the company on a note.

17: The New Owners (from Left to Right) Joe Burdullis, Jack Levy, Bill Bowie | Even though the companies had made the decision to merge, the owners had great difficulty coming up with a name for the new organization. Despite getting suggestions from all the employees of CARR, Joseph Powers, and Pacific Pest, the new company’s owners still were not satisfied with the names they had come up with. Jack loved the name: “Agricultural Prescriptions”, but Joe thought that practically, it was too complex. One evening, Jack and Elizabeth went out to dinner with Tom Nelson, graphic designer. Over dinner on a cocktail napkin, Tom drew the AG RX logo. Jack and Joe both agreed that “AG RX” fit, and the company went into business. From the start, AG RX has grown tremendously. In 1994, AG RX opened new locations in Goleta and Fillmore to handle their increasing business. In July 1995, AG RX purchased an old GTE building and five acres of land, 751 Rose Avenue, right next to their current offices. This property served to unite AG RX; the bulk dry facility on Wooley Road was consequently shut down and moved into the new property. Soon thereafter, the Wooley Road facility was sold. Since the sale of this property, AG RX’s locations have remained the same. The main offices are at 751 Rose Avenue; a storage facility is at 635 Rose Avenue; and the company has satellite locations in Somis, Goleta, and Fillmore. In the midst of all this growth and expansion, one of the highlights in the history of AG RX occurred in 1996 with the winning of the National Environmental Respect Award. When AG RX purchased 751 Rose Avenue, they made a renewed effort to expand their environmental practices. Joe Burdullis was quoted in the L.A. Times as

18: saying, “Moving into the new location afforded us the opportunity of starting with an empty easel. We wanted to design an environmentally friendly facility.” This desire culminated in a 60% decrease in waste products and a renewed recycling effort. As a result, AG RX was first awarded the city of Oxnard’s Wastewatch Award and then the 1996 National Environmental Respect Award. The latter was given by the “Dealer Progress magazine, a trade publication for fertilizer and agricultural chemical retailers” (Smith, L.A. Times). The award was originally created in 1990 to recognize agricultural dealers who were taking pains to respect the environment, “Many of these guys were environmentalists themselves and were doing a great job. We wanted to recognize them” (Elliot Nowels, Dealer Progress). As an

19: organization, AG RX prides itself as being environmentally conscious, “we do everything possible to protect the environment, not only required by law, but by common sense” (Joe Burdullis). Although honors like these help to distinguish AG RX as a business, what really makes AG RX distinct from other organizations is its commitment to customer service. A great example of this dedication to service is the recognition AGRX received from a customer, Nelson and Barbara Somers of Somers Ranches, in a local paper. “We wish to thank all of our good friends from AG RX from the bottom of our hearts, for coming to our aid to fight the fire that swept through our area on April 28 (1996). We called Mike Mead at his home around 9 p.m. for help. Mike, in turn, called Bill Bowie, owner of AG RX, his son, Chad Bowie, and a crew. They were at our ranch from Oxnard with water trucks ready to battle the flames and give us their all within one hour. Mike, Bill, Chad and crew continued to battle ‘spot fires’ all night and all day on Monday. We will never forget what they have done for us.” The same year, AG RX gained a broader presence in the national agricultural market when it joined IAP. “IAP (Independent Agribusiness Professionals) is a national alliance of independent companies, all working together to give growers superior products and proven expertise. All at competitive purchasing power made possible by IAP’s considerable size and scope.” AG RX’s membership in this group has enabled it to compete efficiently and serve its customers more effectively. In 2007, AG RX once again expanded by acquiring the NH3 Service Company of Santa Maria. This move has allowed AG RX to expand its service from Ventura County to Santa Barbara and San Luis Obispo Counties. Now as part of the AG RX family, NH3's history will be highlighted in the following section.

20: Since its start, AG RX has been a family owned and run corporation. AG RX now employs a 3rd generation of the Burdullis family, and the Joseph Powers Company housed two generations of the Levy family. Its commitment to family values reflects how family oriented the agriculture industry is and the overall importance of that orientation. AG RX recently acquired NH3, a similar Ag retailer in Santa Maria servicing northern Santa Barbara County and San Luis Obispo County, and this new addition to the AG RX family is similarly oriented: it is now employing the 4th generation of the Iliff family. NH3 began in 1939 when Ralph Iliff took the years salary he received from his previous employer and bought a Shell Oil franchise. This franchise sold Anhydrous Ammonia or NH3 to farmers as fertilizer. Ralph first purchased the Santa Maria part of the franchise and set up the business in Guadalupe near the railroad for ease of transport. He later bought the Salinas part of the franchise and left Hugh Harrison to manage the Santa Maria branch. Eventually, the company moved from Guadalupe to Santa Maria and Hugh began to use a yard on Cook Street to house the business. In 1956, NH3 moved to their current address at 609 Depot Street, and at this new location, NH3 installed a bulk ammonia tank and began to receive truck loads of ammonia. Until the 1960s, the business sold only NH3: receiving it via rail car in large bottles and then delivering it to growers. | Top: Ralph Iliff hard at work, Right: Ralph Iliff recently with NH3 employees. | NH3: A Brief History

22: The company then began mixing the Anhydrous Ammonia with Phosphoric Acid creating different fertilizer blends. In the 1970s, NH3 began production of 10-34-0 at their Depot Street facility. In 1964, Ralph gifted a third of the business to each of his children. His sons, Bob Iliff and son-in-law Bill Lipe, managed the larger Salinas branch, and his son, Jim Iliff, managed the Santa Maria branch. Jim expanded the business around 1973 buying a yard on Courier Street from Arco and Exxon during the oil shortage and then using that yard to store NH3’s nitrogen fertilizer. Also in the 1970s, NH3 began to specialize in a process called listing (making raised beds in the fields) in the Santa Maria Valley, and at one point NH3 had 50-60% of this business. Throughout the years, Jim Iliff’s sons: Larry and David spent their summers driving tractors and making deliveries for NH3 and when they graduated from college they began to work full time. Throughout the 1990s, Jim began to gift shares in NH3 to his two sons and three daughters and during this time his sons, Larry and David, began to become more involved in the managerial aspect of the business. The Santa Maria and Salinas branches of NH3 split in 2001, after a disagreement regarding the expansion of the company’s 10-34-0 wholesale business. Immediately following the separation, five PCAs displaced by the recent sale of a local pest control business to Western Farm Service approached Larry and David about getting into the pest control business and were subsequently hired. In the following years, the Iliff’s enjoyed success in their growing business until three PCAs walked away from NH3. Through this event, they lost some business and it became more difficult to compete in the market. During this time Joe Burdullis approached Larry and David Iliff (Joe Burdullis meet Jim Iliff at a fertilizer convention in the mid 1980s and had remained in touch with the Iliff family), and asked them “how can we help”. Subsequent conversations lead to the 2007 sale of NH3 to AG RX. | September 9, 1974. The NH3 Team out in front of the pipe reactor

23: This history of AG RX has been compiled to inform those who are not familiar with the history of AG RX the depths of our roots in the market areas that we service. Although AG RX was formed in 1993, you can see by reading this history how we have been formed and the influence those decades of history that have had on our formation. AG RX was led by Bill Bowie from its inception until his retirement in 2006. I took up the reins from Bill at that time and together with the support of my brother, Joe Burdullis, and the employees of AG RX we have developed the company into who we are today. In 2009, Joe sold his interest in the company to the AG RX Employee Ownership Trust making AG RX a company that is primarily owned by the people that make it successful: its employees. I want to thank Joe for his visionary leadership that has helped to bring us to this point in our history. Now the future is ours to write. We have many challenges facing us in the economy, the regulatory environment, and the crop protection chemical and fertilizer marketplace, but we have been blessed with a heritage that will not only see us survive, but will enable us thrive in the years ahead. Sincerely, Ken Burdullis President/CEO | A Message from the President

24: Assorted Pictures and Quotes | “Jack Burdullis is a large man with a thundering voice. He is a very unpretentious character who speaks his mind freely. His reputation as a hard driving, honest businessman is well known throughout the county. He operated his organization with a competitive spirit and a great deal of pride which has remained a trademark at CARR Fertilizer.” -Brian Benchwich

25: “Joe Burdullis is a hard driving, determined man who feels very comfortable in his role as leader of the company. Joe’s confidence in his abilities and positive attitude combined with exceptional intelligence, make him very adept at his position.” -Brian Benchwich | “Bill Bowie had a nice calming effect on all the different cultures we brought into this company. He and I worked very well together. The best partner I ever had. Without a doubt. He was incredible, is incredible. He is the first partner I ever had that I could talk to on an even keel about business. About the future, about a vision, he understood it. He is the first one that I had done business with that I considered an equal.” -Joe Burdullis | “[Jack Levy] is the greatest guy in the world. As a business man, if I was behind, he would help. Then, he stopped me from coming in on Saturdays. Most of the time we took bonuses; he would never take much more than he gave me. As far as Jack, I couldn’t have had a better partner. -Dick Brucker | A Note from the Author | In today's highly volatile economy, it is difficult to find businesses, especially family owned ones, that have survived for as long as AG RX has. Because of its longevity, AG RX has garnered years of experience in helping farmers grow better, faster, and more pest free from the Los Angeles to San Luis Obispo Counties. And it is because of its experience and the personal touch that only a family company can give that AGRX is still successful today. With five branches and over 120 employees (and still growing!), AG RX is prepared to meet all your growing needs. God Bless Eric Burdullis